UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
 
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-12602
 
KABUSHIKI KAISHA MAKITA
(Exact name of registrant as specified in its charter)
 
MAKITA CORPORATION
(Translation of registrant’s name into English)
3-11-8, Sumiyoshi-cho, Anjo City
Aichi Prefecture 446-8502, Japan
+81-566-97-1718
 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares, evidenced by American Depositary Receipts, each representing one share of Common Stock
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
 

 
Rule 12h-6(a)     x
(for equity securities)
Rule 12h-6(d)     o
(for successor registrants)
   
Rule 12h-6(c)     o
(for debt securities)
Rule 12h-6(i)     o
(for prior Form 15 filers)
 
 
 
 
 
 
 
PART I
 
Item 1. Exchange Act Reporting History
 
Makita Corporation (the “Registrant”) first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or about February 1, 1977, upon its registration statement on Form S-1 being declared effective by the Securities and Exchange Commission (the “Commission”).

The Registrant has filed or submitted all reports required under Exchange Act section 13(a) and 15(d) and corresponding Commission rules for the 12 months preceding the filing of this Form and has filed at least one annual report under section 13(a).

Item 2. Recent United States Market Activity
 
The Registrant’s securities were last sold in the United States in a registered offering under the Securities Act of 1933 (the “Securities Act”) required to be disclosed under this Item in August 1984 pursuant to a registration statement on Form F-3.

Item 3. Foreign Listing and Primary Trading Market
 
The Registrant has maintained a listing of its common stock on the Tokyo Stock Exchange (the “TSE”) in Tokyo, Japan.  The TSE constitutes the primary trading market for the Registrant’s common stock.

The Registrant’s common stock was initially listed on the TSE in August 1968.  The Registrant has maintained a listing of its common stock on the TSE for at least the 12 months preceding the filing of this Form.

During the 12-month period beginning March 1, 2012 and ending February 28, 2013, 98.6% of trading in the Registrant’s common stock occurred in Japan.  The trading market for the Registrant’s common stock in Japan is larger than the trading market for the Registrant’s common stock in the United States as of the same 12-month period.

Item 4. Comparative Trading Volume Data
 
The Registrant is relying on Rule 12h-6(a)(4)(i) and is using the 12-month period beginning March 1, 2012 and ending February 28, 2013 to meet the requirements of that rule provision.

During this 12-month period, the average daily trading volume (“ADTV”) of the Registrant’s common stock in the United States (including off-exchange and on-exchange transactions) was 10,369 shares and the ADTV of the Registrant’s common stock on a worldwide basis (not including off-exchange transactions) was 755,762 shares.

For the same 12-month period, the ADTV of the Registrant’s common stock in the United States as a percentage of the ADTV for the Registrant’s common stock on a worldwide basis was:

1.4%

The Registrant delisted its common stock from the NASDAQ Stock Market effective April 22, 2013.  As of April 22, 2013, the ADTV of the Registrant’s common stock in the United States (including off-exchange and on exchange transactions) as a percentage of the ADTV for the Registrant’s common stock on a worldwide basis (not including off-exchange transactions) for the preceding 12-month period was:

1.3%

 
 
 
 
The Registrant has not terminated a sponsored American depositary receipt facility regarding its common stock.

The source of the trading volume information used for determining whether the Registrant meets the requirements of Rule 12h-6 is Yahoo! Finance.

Item 5. Alternative Record Holder Information
 
Not applicable.
 
Item 6. Debt Securities
 
Not applicable.
 
Item 7. Notice Requirement
 
The Registrant published the notice, required by Rule 12h-6(h), disclosing its intent to terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on January 31, 2013.  The notice was disseminated in the United States through a news wire service.  A copy of the notice was submitted to the Commission on Form 6-K submitted on January 31, 2013.

Item 8. Prior Form 15 Filers
 
Not applicable.


 
PART II
 
Item 9. Rule 12g3-2(b) Exemption
 
The Registrant will publish the information required by Rule 12g3-2(b)(1)(iii) on its Internet Web site at http://www.makita.biz/ir/index.html.

 
PART III
 
Item 10. Exhibits
 
None.
 
Item 11. Undertakings
 
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
 
 
 
 
 
(1)  
The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

(2)  
Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

(3)  
It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Makita Corporation has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Makita Corporation certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.

Dated:  April 22, 2013
 
 
  Makita Corporation  
         
         
  By:  /s/ Masahiko Goto  
    Name: Masahiko Goto  
    Title: President, Representative Director and Chief Executive Officer